Terms and Conditions

HOI operates as follows:

• India: Registered as a sole proprietorship / partnership in Ambala City, Haryana, India, subject to Indian commercial law including the Indian Contract Act 1872 and applicable consumer protection legislation.

• Australia: HOI provides services in Australia under a registered Australian Business Number (ABN). Australian operations are subject to Australian Consumer Law (ACL) and the Competition and Consumer Act 2010. Mandatory ACL rights are not excluded by this Agreement.

• International clients (US, UK, other jurisdictions): Services are delivered by HOI's India entity. Governing law is the law of Haryana, India, subject to the dispute resolution clause in Section 1.15. Mandatory consumer protection rights in the client's local jurisdiction are not excluded.

These Terms and Conditions ("Agreement") form a legally binding contract between High On Innovation ("HOI", "we", "us", "our") — a sole proprietorship registered in Ambala City, Haryana, India, operating internationally including through a registered Australian Business Number (ABN) in Australia — and you ("Client", "you", "your"): any individual, company, or legal entity that accesses our website, engages our services, executes a Statement of Work, or makes any payment to HOI.

By engaging HOI's services in any form, you confirm that you have read, understood, and agree to be bound by this Agreement. If you are contracting on behalf of a business entity, you represent that you have authority to bind that entity.

HOI reserves the right to update this Agreement at any time. Material changes will be communicated by email or website notice at least fourteen (14) days before taking effect. Continued engagement after that period constitutes acceptance of the revised terms.

HOI provides technology, marketing, and strategy services as described in individual Statements of Work ("SOW"), project proposals, or service agreements, including:

• AI automation and custom workflow development
• Web and mobile application development
• Brand identity and design systems
• Market intelligence and business strategy
• Revenue and growth systems
• Digital marketing, SEO, and paid media
• Hardware software integration

Each engagement is governed by the applicable SOW. Where this Agreement conflicts with an SOW, the SOW prevails for that engagement only.

The Client agrees to:

• Provide accurate, complete, and timely information required for service delivery
• Designate a decision-making point of contact with authority to approve deliverables
• Grant HOI timely access to systems, credentials, and accounts required for the project
• Review and provide feedback on deliverables within timeframes specified in the SOW
• Ensure all materials supplied to HOI do not infringe third-party intellectual property rights
• Pay all invoices by their due dates

HOI shall not be liable for delays or deficiencies caused directly by the Client's failure to meet these obligations.

1.5.1 Client Ownership of Bespoke Deliverables

Upon receipt of full payment, HOI assigns to the Client all intellectual property rights in custom deliverables specifically created for that Client under the applicable SOW — including source code, designs, written content, and documentation.

1.5.2 HOI Retained IP

HOI retains all rights in pre-existing tools, frameworks, libraries, methodologies, templates, proprietary processes, and general know-how. Where deliverables incorporate HOI's retained IP, HOI grants the Client a non-exclusive, royalty-free, perpetual licence to use that IP solely within the context of the deliverable.

1.5.3 Third-Party Licences

Where services incorporate third-party software, fonts, APIs, or platforms, the Client is responsible for maintaining appropriate licences for continued use. HOI will identify material third-party licence requirements in the SOW.

HOI uses Stripe and Razorpay to process payments. By engaging HOI's services and making payment, you acknowledge:

• Stripe: Payments processed via Stripe are subject to Stripe's Terms of Service (stripe.com/legal). Stripe stores and processes card data in accordance with PCI-DSS standards. HOI does not store card details.

• Razorpay: Indian payments processed via Razorpay are subject to Razorpay's Terms of Use (razorpay.com/terms). Razorpay is licensed by the Reserve Bank of India (RBI) as a Payment Aggregator.

• Chargebacks and disputes: Fraudulent chargebacks or payment disputes initiated without first contacting HOI at billing@highoninnovation.com may result in immediate suspension of services and recovery of costs including processor fees and administrative charges.

• Currency: Invoices are issued in the agreed currency (USD, GBP, AUD, or INR). HOI bears no responsibility for currency conversion fees charged by your bank or card issuer.

• Fixed-price projects: minimum 50% deposit before work commences; balance due upon delivery or per SOW milestones

• Invoices are payable within fourteen (14) days of the invoice date

• Payments are processed via Stripe (international) and Razorpay (India). By making payment you agree to the applicable payment processor's terms of service

• Late payments accrue interest at 1.5% per month (18% per annum) from the due date

• Services may be suspended if invoices remain unpaid beyond thirty (30) days of the due date

• All fees are exclusive of applicable taxes. The Client is responsible for GST (Australia), GST (India), VAT (UK/EU), withholding tax, or any other taxes applicable in their jurisdiction

• Indian clients: Razorpay transactions are subject to applicable Indian GST. A valid GST invoice will be issued where required

Each SOW specifies the number of included revision rounds. Requests beyond those included will be assessed and quoted via a written Change Order. No additional work commences until the Client approves a Change Order in writing.

Timelines in SOWs are estimates based on information available at scoping. They are contingent on the Client meeting obligations in Section 1.4. HOI will notify the Client promptly of any delays. HOI is not liable for delays caused by Client delays, third-party service failures, or force majeure events (Section 1.14).

HOI warrants that services will be performed with reasonable professional skill and care, and that deliverables will materially conform to the SOW at delivery.

HOI does not warrant: specific business outcomes, revenue targets, or marketing results (which depend on factors outside HOI's control); continued availability of third-party APIs or platforms; or compatibility of deliverables with future platform updates beyond any maintenance period in the SOW.

To the maximum extent permitted by applicable law:

• HOI's total liability for any engagement shall not exceed the total fees paid for that specific engagement in the twelve (12) months preceding the claim

• HOI is not liable for indirect, consequential, incidental, or punitive damages including loss of profit, revenue, data, or goodwill

• Nothing limits HOI's liability for fraud, wilful misconduct, or death or personal injury caused by negligence

• Australian clients: Nothing in this clause excludes statutory guarantees under the Australian Consumer Law. Where the ACL applies, HOI's liability for a failure to comply with a consumer guarantee is limited (to the extent permitted) to resupplying the service or paying the cost of having it resupplied

Each party will keep the other's non-public business information confidential and not disclose it without prior written consent, except where required by law. This obligation survives termination for three (3) years.

The Client indemnifies HOI against claims, losses, and expenses arising from: the Client's breach of this Agreement; use of deliverables outside the scope authorised by this Agreement; Client-supplied materials that infringe third-party IP; or the Client's violation of applicable law.

Neither party is liable for delays caused by circumstances beyond their reasonable control including natural disasters, pandemics, government actions, power or internet failures, or third-party platform outages. The affected party must notify the other promptly and minimise the impact.

• Either party may terminate for convenience with thirty (30) days' written notice, subject to payment for all completed work and non-cancellable third-party costs
• Either party may terminate immediately for material breach unremedied within fourteen (14) days of written notice
• HOI may suspend or terminate immediately for non-payment beyond thirty (30) days or insolvency of the Client

On termination, the Client pays for all work completed to the termination date. Completed work for which full payment has been received will be transferred to the Client. HOI retains work in progress until all outstanding amounts are settled.

This Agreement is governed by the laws of Haryana State, India and the laws of India, without regard to conflict-of-law rules.

Disputes will first be addressed through thirty (30) days of good-faith negotiation. If unresolved, disputes will be referred to binding arbitration under the Arbitration and Conciliation Act 1996 (India), before a single arbitrator in Ambala, Haryana.

For Australian clients: this clause does not exclude mandatory rights under Australian Consumer Law. Australian clients may also have recourse to the Australian Competition and Consumer Commission (ACCC) or relevant state fair trading authority.

For UK/EU clients: mandatory consumer rights under applicable UK and EU law are not excluded.

• Entire Agreement: this Agreement and any SOW constitute the entire agreement, superseding all prior representations

• Severability: if any provision is unenforceable, it will be modified minimally or severed; remaining provisions remain in force

• Waiver: failure to enforce any right is not a waiver of that right

• Notices: formal notices to HOI at legal@highoninnovation.com; deemed received on confirmed delivery